COMPLIANT PPMs and SAFEs
Rule 504 PPMs
- $10 million limit in a 12 month period; Investors received restricted securities;
- Unlimited number of accredited and non-accredited investors;
- Generally speaking, the issuer cannot use general advertising or solicitation when making the offering;
- “Bad Actor” disqualification process applies;
- Form D must be filed with the SEC;
- Does not preempt state registration and qualification.
Rule 506(b) PPMs
- No limit on the amount of capital raised or number of accredited investors; maximum of 35 non-accredited investors;
- Financial statements for non-accredited investors consistent with Regulation A;
- No general solicitation or advertising;
- Investors received restricted securities;
- “Bad Actor” disqualification process applies;
- Preempts state registration and qualification.
Rule 506(c) PPMs
- General solicitation and/or advertising permitted;
- All investors must be accredited investors;
- Issuers must take reasonable steps to verify that all purchasers are accredited investors;
- No limit on amount of capital raised;
- “Bad Actor” disqualification process applies;
- Must file a Form D with the SEC;
- Preempts state registration and qualification.
SAFEs
- No maturity date until a conversion event occurs;
- No interest rate and no accruing interest;
- Investors receive only a right to convert their SAFEs into equity at a lower price than the investors in the subsequent financing (based either on the discount or valuation cap in their SAFEs);
- Automatic conversion on any priced shares issue; and,
- A valuation cap.